Attached files
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EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v205602_ex10-1.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
__________________
Date of
Report (Date of earliest event
reported): December 14, 2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21743
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36-3680347
|
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Two Concourse Parkway, Suite 500, Atlanta,
GA
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30328
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||
(Address
of principal executive offices)
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(Zip
code)
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||
Registrant's
telephone number, including area code:
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(678)
638-0460
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||
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry Into a Material Definitive Agreement
Acquisition
of residual rights to mobile search patents and settlement of
litigation
On
December 14 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered into a
Confidential Settlement Agreement (the “Agreement”), a copy
of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein, to acquire certain rights (“the Loyaltypoint Rights”)
pertaining to its United States Patents 6,430,554; 6,651,053; 6,675,165 and
6,766,363 (the “Loyaltypoint
Patents”) from BP GBL Section 3.4, LLC (“BP”), and to settle
all litigation between the Company and Rothschild Trust Holdings, LLC
(“RTH”) in
exchange for restricted shares of the Company’s $0.001 par value common stock.
The Company anticipates that the issuance of such shares is exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
The
Loyaltypoint Rights included the right to receive 10% of the Company’s revenues
from the Loyaltypoint Patents, and certain internal use rights related to the
Loyaltpoint Patents. The Company now owns all rights to the Loyaltypoint
patents.
In
connection with the transaction, BP, RTH and Leigh M. Rothschild executed an
assignment of all their interests in the Loyaltypoint Rights to the Company,
which the Company will file with the United States Patent & Trademark
Office. In addition, RTH and the Company agreed to file a joint
dismissal of their pending litigation. Furthermore, BP, RTH and Leigh M.
Rothschild granted to the Company and the Company granted to BP, RTH and Leigh
M. Rothschild, mutual releases from past, present and future claims, and entered
into covenants not to sue, with respect to the Loyaltypoint Rights and
Loyaltypoint Patents.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to such document, which is attached as
Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity Securities
See Item
1.01 herein above.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibit
No. Description:
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EXHIBIT
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|
DESCRIPTION |
LOCATION
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Exhibit
10.1
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Agreement,
dated December 14, 2010, by and between the Company and Rothschild Trust
Holdings, LLC; BP BL Section 3.4, LLC; and Leigh M.
Rothschild
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Provided Herewith |
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December
15, 2010
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NEOMEDIA
TECHNOLGIES, INC.
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||
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By:
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/s/ Michael Zima | |
Name: | Michael Zima | ||
Its: | Chief Financial Officer | ||
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